Robert O Smith Form 4 BitNile / ROBERT O SMITH ownership change

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

SMITH ROBERT O

(Last) (First) (Middle)

11411 SOUTHERN HIGHLANDS PARKWAY

SUITE 240

(Street)

LAS VEGAS NV 89141

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
BitNile Holdings, Inc. [ NILE ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
	Officer (give title below)	Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
09/06/2022

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Stock Option (Right to Buy)	$0.29	09/06/2022		A		2,500,000		(1)	09/05/2032	Common Stock	2,500,000	$0	0	D
Restricted Stock Grant	(2)	09/06/2022		A		1,500,000		(3)	(3)	Common Stock	1,500,000	$0	0	D

Explanation of Responses:

1. On September 6, 2022, Mr. Smith was granted options to purchase 2,500,000 shares of common stock, par value $0.001 per share ("Common Stock") of BitNile Holdings, Inc. (the "Issuer"), which shall vest in equal monthly increments over 48 months, beginning January 1, 2023 through December 1, 2026, which will be exercisable subject to receipt of approval therefor by the Issuer's stockholders and the NYSE American.

2. Each restricted stock unit is the economic equivalent of one share of Common Stock.

3. On September 6, 2022, Mr. Smith was granted 1,500,000 restricted shares of Common Stock, of which 500,000 and 1,000,000 shares, respectively, shall vest on the second and fourth anniversary of the date of approval by the Issuer's stockholders of the grant, subject to receipt of approval therefor by the Issuer's stockholders and the NYSE American.

Remarks:

	/s/ Robert O. Smith	09/09/2022
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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